Sonera Holding B.V. v. Cukurova Holding A.S.
750 F.3d 221
| 2d Cir. | 2014Background
- Sonera Holding B.V. obtained a $932 million arbitration award in Geneva against Qukurova Holding A.Ş. and sought enforcement in multiple jurisdictions, including the Southern District of New York.
- Qukurova is a Turkish holding company, organized and principally operating in Turkey; it has no U.S. operations or property.
- Sonera argued New York had general (all-purpose) jurisdiction over Qukurova based on Qukurova’s own acts and the New York contacts of its affiliates (Digiturk, Baytur, EPE).
- Alleged New York contacts included: negotiations with NY-based private equity funds, sale of Turkcell ADS that were later traded on NYSE, a Digiturk agreement with a U.S. company, a New York office used by affiliates, and promotional website statements.
- The district court found jurisdiction, confirmed the award, and entered a preliminary injunction; Qukurova appealed the denials of its motions to dismiss for lack of personal jurisdiction and for forum non conveniens.
- The Second Circuit considered Daimler and held that, even assuming affiliate contacts were imputable, Qukurova’s connections to New York were insufficient to render it "at home," requiring dismissal for lack of personal jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether New York has general jurisdiction over Qukurova | Sonera: Qukurova’s and its affiliates’ continuous and systematic contacts with NY (including ADS sales, negotiations, affiliate office/use, and contracts) subject Qukurova to NY general jurisdiction | Qukurova: Organized and based in Turkey; affiliate contacts do not render it "at home" in NY and due process forbids asserting general jurisdiction | Held: No. Under Daimler, Qukurova’s contacts (even imputed affiliate contacts) are insufficient to make it "at home" in NY; general jurisdiction denied |
| Whether New York law’s agency/doing-business theory permits imputing affiliate contacts | Sonera: Wiwa and NY CPLR 301 permit imputing affiliate contacts when affiliates perform important services for the foreign corporation | Qukurova: Agency/imputation under Wiwa cannot supply the constitutional predicate; Qukurova lacks requisite NY contacts | Held: Court did not decide the scope of NY law but ruled that, as a constitutional matter under Daimler, imputing contacts would still not satisfy due process here |
| Whether Article 5.4(e) of the Letter Agreement constituted consent to NY personal jurisdiction | Sonera: Clause allowing enforcement of arbitral awards in any court having jurisdiction over person or assets implicitly waives personal jurisdiction defenses | Qukurova: Clause is a standard entry-of-judgment provision limited to enforcement venues, not a consent to jurisdiction in NY | Held: Article 5.4(e) does not constitute consent to NY personal jurisdiction; it clarifies recognition/enforcement options only |
| Remedy for lack of jurisdiction | Sonera: Even absent contacts, enforcement and injunctions should stand | Qukurova: Case should be dismissed for lack of personal jurisdiction | Held: Case reversed and dismissed for lack of personal jurisdiction; district court judgments vacated and remanded with instruction to dismiss |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (2014) (general jurisdiction exists only where defendant is essentially "at home" in the forum)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (2011) (distinguishes specific and general jurisdiction; general jurisdiction requires contacts rendering defendant at home)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) (establishes minimum contacts due process standard for personal jurisdiction)
- Wiwa v. Royal Dutch Petroleum Co., 226 F.3d 88 (2d Cir. 2000) (articulated agency-based theory under NY law for imputing affiliate contacts)
- Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 732 F.3d 161 (2d Cir. 2013) (two-step personal jurisdiction inquiry: state law then due process)
- Landoil Res. Corp. v. Alexander & Alexander Servs., 77 N.Y.2d 28 (1990) (interpreting N.Y. CPLR 301 "doing business" standard)
- Tauza v. Susquehanna Coal Co., 220 N.Y. 259 (1917) (Cardozo’s "doing business" articulation of corporate presence under NY law)